5,000,000 Units ANDINA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2012 • Andina Acquisition Corp • Blank checks • New York
Andina Acquisition Corporation, a Cayman Islands company with limited liability (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 2nd, 2012 • Andina Acquisition Corp • Blank checks • New York
WHEREAS, the Company has received binding commitments from its initial shareholders to purchase an aggregate of 4,800,000 warrants (the “Insider Warrants”) and from EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters of its Public Offering (as defined below), and/or its designees to purchase an aggregate of 1,000,000 warrants (the “EBC Warrants” and together with the Insider Warrants, the “Private Placement Warrants”), pursuant to Subscription Agreements dated as of _____________ (the “Subscription Agreements”); and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2012 • Andina Acquisition Corp • Blank checks • New York
This Agreement is made as of _______, 2012 between Andina Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK PURCHASE PLANStock Purchase Plan • March 2nd, 2012 • Andina Acquisition Corp • Blank checks • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on __________ __, 2012 (the “Commencement Date”) by and between ___________ (“Broker”) and Andina Acquisition Corporation (the “Company”). This Purchase Plan relates to the purchase, on a “not held” basis, of ordinary shares issued by the Company (the “Shares”), and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”).
Re: Initial Public OfferingUnderwriting Agreement • March 2nd, 2012 • Andina Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Andina Acquisition Corporation, a Cayman Islands corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant, each warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph [15] hereof.
